PARK NATIONAL CORP /OH/
8-K, 2000-03-15
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): March 15, 2000
                                                          --------------


                            Park National Corporation
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Ohio                         1-13006               31-1179518
- ----------------------------        ----------------      -------------------
(State or other jurisdiction        (Commission File         (IRS Employer
      of incorporation)                  Number)          Identification No.)



          50 North Third Street, P.O. Box 3500, Newark, Ohio 43058-3500
         --------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)


        Registrant's telephone number, including area code (740) 349-8451
                                                           --------------


                                 Not Applicable
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

<PAGE>   2
Item 5. Other Events
- ------- ------------

         On March 15, 2000, SNB Corp. sent a letter to its shareholders advising
them of the status of the transactions contemplated by the merger agreement
between SNB Corp. and Park National Corporation. A copy of that letter is
included as Exhibit 99.

Item 7.  Financial Statements and Exhibits.
- -------  ----------------------------------

        (a) and (b)   Not applicable.

        (c)     Exhibits:
                ---------

        Exhibit No.                          Description
        -----------                          -----------
        Exhibit 99            Letter from SNB Corp. to its shareholders

                                      -2-

<PAGE>   3
                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        PARK NATIONAL CORPORATION



Date:  March 15, 2000                   By: /S/ John W. Kozak
                                           -------------------------------------

                                        Printed Name:   John W. Kozak
                                                     ---------------------------

                                        Its:  Chief Financial Officer
                                            ------------------------------------

                                      -3-

<PAGE>   4
                                INDEX TO EXHIBITS
                                -----------------



 Exhibit No.                   Description                             Page No.
 -----------                   -----------                             --------
     99            Letter from SNB Corp. to its shareholders               *


- ----------
*Filed herewith.

                                      -4-


<PAGE>   1
                                                                      Exhibit 99


                            [Letterhead of SNB Corp.]



Dear Shareholder:

         As you are aware, SNB Corp. and Park National Corporation have entered
into a merger agreement pursuant to which SNB will be acquired by Park National
if the transaction is approved by SNB shareholders and the necessary regulatory
approvals are obtained. We expect that the special meeting of SNB shareholders
to vote on the adoption of the merger agreement will be held in April and that
the merger, if approved by SNB shareholders, will be completed soon after the
meeting.

         The immediate good news is that you will find enclosed a dividend check
representing a quarterly payment. The SNB Board of Directors has approved a
quarterly dividend, which corresponds to the dividend that Park National will be
paying to its shareholders, adjusted to the number of SNB common shares that you
currently own. The dividend is $3.48 for each SNB Corp. common share, payable on
March 15, 2000 to shareholders of record at March 10, 2000. Park National pays a
quarterly dividend, so we are happy to be able to begin that dividend schedule
even though we have not yet closed the transaction.

         As always, if you have any questions, comments, or concerns, please
call us at 937-548-2122, or stop in at our main office in downtown Greenville.


Sincerely,

/s/ Marvin J. Stammen

Marvin J. Stammen
Executive Vice President


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